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Exhibit 3.2

BY-LAWS

OF

CNA FINANCIAL CORPORATION

(As Amended Effective February 12, 2003)

ARTICLE I. OFFICES.

SECTION 1. The registered office shall be in the City of Wilmington, County of
New Castle, State of Delaware.

SECTION 2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

ARTICLE II. MEETINGS OF STOCKHOLDERS.

SECTION 1. Meetings of stockholders for any purpose may be held at such time
and place, within or without the State of Delaware, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2. Annual meetings of stockholders, commencing with the year 1970,
shall be held on the first Wednesday in May if not a legal holiday, and if a
legal holiday, then on the next business day following, at 10:00 a.m., or at
such other date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting, at which they shall elect
by a plurality vote a Board of Directors, and transact such other business as
may properly be brought before the meeting. Elections of Directors need not be
by ballot.

SECTION 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than fifty days before the date of the
meeting.

SECTION 4. The officer who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and the
number of shares registered
in the name of each stockholder. Such list shall be opened to the examination
of any stockholder, for the purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the

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meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified, at the
place where the
meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

SECTION 5. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Certificate of Incorporation,
may be called by the Chief Executive Officer or President and shall be called
by the President or Secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning not
less than one-fifth of all shares issued and outstanding and entitled to vote
on any proposal to be submitted to said meeting. Such request shall state the
purpose or purposes of the proposed meeting.

SECTION 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than fifty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.

SECTION 7. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

SECTION 8. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

SECTION 9. When a quorum is present at any meeting, the vote of the holders of
a majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Certificate of Incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such question.

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SECTION 10. Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

SECTION 11. Whenever the vote of stockholders at a meeting thereof is required
or permitted to be taken for or in connection with any corporate action, by any
provision of the statutes, the meeting and vote of stockholders may be
dispensed with if all of the stockholders who would have been entitled to vote
upon the action if such meeting were held shall consent in writing to such
corporate action being taken; or if the Certificate of Incorporation authorizes
the action to be taken with the written consent of the holders of less than all
of the stock who would have been entitled to vote upon the action if a meeting
were held, then on the written consent of the stockholders having not less than
such percentage of the total number of votes as may be authorized in the
Certificate of Incorporation; provided that in no case shall the written
consent be by the holders of stock having less than the minimum percentage of
the total required by statute for the proposed corporate action, and provided
that prompt notice must be given to all stockholders of the taking of corporate
action without a meeting and by less than unanimous written consent.

ARTICLE III. DIRECTORS.

SECTION 1. The number of directors shall be changed from time to time by action
of the stockholders or of the Board. Except as provided in Section 2 of this
Article, the Directors shall be elected at the annual meeting of the
stockholders, and each Director shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

SECTION 2. The office of a Director shall become vacant if he dies or resigns
by a writing signed by him and delivered to the Corporation, and the Board of
Directors may declare vacant the office of a Director if he be declared of
unsound mind by an order of Court or convicted of a felony, or for any other
proper cause, of if, within sixty days after notice of his election as a
Director, he does
not accept such office either in writing or by attending a meeting of the Board
of Directors.

Vacancies and newly created directorships resulting from any increase in the
authorized number of Directors may be filled by a majority of the Directors
then in office, though less than a quorum, or by a sole remaining Director, and
the Directors so chosen shall hold office until the next annual election and
until their successors are duly elected and shall qualify, unless sooner
displaced. If there are no Directors in office, then an election of Directors
may be held in the manner provided by statute. If, at the time of filing any
vacancy or any newly created directorship, the Directors then in office shall

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constitute less than a majority of the whole Board (as constituted immediately
prior to any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent of the total number of
the shares at the time outstanding having the right to vote for such Directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the Directors chosen by the Directors then
in office.

SECTION 3. The business of the Corporation shall be managed by its Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 4. The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or without the State of Delaware. The
Directors may designate a Director
as the Chairman of the Board of Directors.
The Chairman of the Board of Directors shall not be an officer of the
Corporation.

SECTION 5. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected Directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the stockholders to
fix the time or place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at the time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written
waiver signed by all of the Directors.

SECTION 6. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

SECTION 7. Special Meetings of the Board of Directors may be called by the
Chief Executive Officer, the President or the Secretary, and shall be called
upon the written request of any two or more Directors. Notice of the time and
place of such meetings shall be given in person or via electronic transmission
or telephoned to each Director at least 24 hours prior to the time of the
meeting. Notice may be mailed to each Director at least 48 hours prior to the
time of the meeting. If notice is mailed, the notice shall be deemed to have
been given at the time it is deposited in the mail.

SECTION 8. At all meetings of the Board six (6) Directors shall constitute a
quorum for the transaction of business and the act of a

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majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the Directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

SECTION 9. Unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

COMMITTEES OF DIRECTORS

SECTION 10. The Board of Directors may, by resolution passed by a majority of
the whole Board, designate one or more committees, each committee to consist of
one or more of the Directors of the Corporation. The Board may designate one
or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation
to be affixed to all papers which may require it; provided, however, that in
the absence or disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

Unless otherwise provided by the Board of Directors, a majority of the members
of any committee appointed by the Board of Directors pursuant to this Section
shall constitute a quorum at any meeting thereof and the act of a majority of
the members present at a meeting at which a quorum is present shall be the act
of such committee. Any such committee shall, subject to any rules prescribed
by the Board of Directors, prescribe its own rules for calling, giving notice
of and holding meetings and its method of procedure at such meetings and shall
keep a written record of all action taken by it.

SECTION 11. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

SECTION 12. In the absence or disqualification of one or more members of any
Committee, the member or members present at any meeting and not

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disqualified
from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member or members.

COMPENSATION OF DIRECTORS

SECTION 13. The Directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated fee as
Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for
attending committee meetings.

ARTICLE IV. NOTICE.

SECTION 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be
given to any Director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such Director or stockholder, at his address as it appears on the records of
the Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to
Directors may also be given by electronic transmission (to Directors), telegram
or telephone.

SECTION 2. Whenever any notice is required to be given under the provisions of
the statutes or of the Certificate of Incorporation or of these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

ARTICLE V. OFFICERS.

SECTION 1. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a Chief Executive Officer, Secretary and Chief Financial
Officer. The Board of Directors may also choose a President and one or more
Vice Presidents. The Board of Directors may designate one or more of the Vice
Presidents as Senior Vice President or Executive Vice President and may use
descriptive words or phrases to designate the standing, seniority or area of
special competence of the Vice Presidents. Any number of offices may be held
by the same person, unless the Certificate of Incorporation or these By-Laws
otherwise provide.

SECTION 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a Chief Executive Officer, a Chief
Financial Officer and a Secretary.

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SECTION 3. The Board of Directors may appoint such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board.

SECTION 4. The Board of Directors shall fix the compensation of the Chief
Executive Officer and, unless otherwise established by the Board of Directors
or a committee appointed by the Board of Directors, the Chief Executive Officer
shall fix the compensation of any or all other officers of the Corporation.

SECTION 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

CHIEF EXECUTIVE OFFICER

SECTION 6. The Chief Executive Officer shall be the chief executive officer of
the Corporation and shall have general and active control of its business and
affairs. He shall preside at the meetings of the stockholders and the Board of
Directors, and may exercise any and all of the powers of a chief executive
officer. The Chief Executive Officer shall have such other powers and duties
as may be assigned to or vested in him from time to time by the Board of
Directors or by the Executive Committee.

SECTION 7. The Chief Executive Officer may execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

THE PRESIDENT

SECTION 8. The President, if one shall be chosen, shall have general
supervision and direction of all other officers of the Corporation, subject to
the direction of the Board of Directors, and shall carry into effect the orders
of the Board of Directors and Chief Executive Officer of the Board of
Directors. The President shall also have such other duties and powers as may
be assigned to or vested in him from time to time by the Board of Directors or
by the Executive Committee.

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THE VICE PRESIDENTS

SECTION 9. The Vice Presidents shall assist the Chief Executive Officer, and
shall perform such other duties as may from time to time be directed by the
Board of Directors, the Chief Executive Officer or the President.

THE SECRETARY AND ASSISTANT SECRETARY

SECTION 10. The Secretary shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record all the proceedings of the
meetings of the Corporation and of the Board of Directors in a book to be kept
for that purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. He shall have custody of the corporate
seal of the Corporation and he,
or an assistant secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed it may be attested by his signature
or by the signature of such assistant secretary. The Board of Directors may
give general authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature.

SECTION 11. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

THE CHIEF FINANCIAL OFFICER AND ASSISTANT TREASURER

SECTION 12. The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.

SECTION 13. He shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as treasurer and of the financial condition of the Corporation.

SECTION 14. If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his

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office and for the
restoration to the Corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the Corporation.

SECTION 15. The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Chief Financial Officer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

ARTICLE VI. CERTIFICATES OF STOCK.

SECTION 1. Except as otherwise provided in the Certificate of Incorporation,
every holder of stock in the Corporation shall be entitled to have a
certificate, signed by, or in the name of the Corporation by, the Chief
Executive Officer, the President or a Vice President and the Chief Financial
Officer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation, certifying the number of shares owned by him in the
Corporation.

SECTION 2. If the Corporation shall be authorized to issue more than one class
or more than one series of any class, the designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, provided that, except as otherwise provided in
Section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to each
stockholder who so requests the designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

SECTION 3. Where a certificate is countersigned (1) by a transfer agent other
than the Corporation or its employees, or, (2) by a registrar other than the
Corporation or its employees, the signatures of the officers of the Corporation
may be facsimiles. In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of issue.

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LOST CERTIFICATES

SECTION 4. The Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of the fact by the person claiming the certificate of stock to
be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

TRANSFER OF STOCK

SECTION 5. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to cause to be issued a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books.

FIXING RECORD DATE

SECTION 6. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

REGISTERED STOCKHOLDERS

SECTION 7. The Corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of

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any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

ARTICLE VII. GENERAL PROVISIONS.

DIVIDENDS

SECTION 1. Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the
Board of Directors, or a duly constituted Committee thereof, at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Certificate
of Incorporation.

SECTION 2. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

ANNUAL STATEMENT

SECTION 3. The Board of Directors shall present at each annual meeting, and at
any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.

CHECKS

SECTION 4. All checks or demands for money and notes of the Corporation shall
be signed by such officer or officers or such other person or persons as the
Board of Directors may from time to time designate.

FISCAL YEAR

SECTION 5. The fiscal year of the Corporation shall be fixed by resolution of
the Board of Directors.

SEAL

SECTION 6. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words Corporate Seal,
Delaware. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

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ARTICLE VIII. AMENDMENTS.

SECTION 1. These By-Laws may be altered or repealed at any regular meeting of
the stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration or
repeal be contained in the notice of such special meeting.

ARTICLE IX. MISCELLANEOUS.

SECTION 1. Unless otherwise ordered by the Board of Directors, the Chief
Executive Officer or the President, or any Vice President, or the Secretary or
the Chief Financial Officer in person or by proxy or proxies appointed by any
of them shall have full power and authority on behalf of the Corporation to
vote, act and consent with respect to any shares of stock issued by other
corporations which the Corporation may own or as to which the Corporation
otherwise has the right to vote, act or consent.

SECTION 2. In the event the protective conditions or restrictions of any
outstanding series of Preferred Stock, fixed by the Board of Directors pursuant
to the authority conferred upon the Board of Directors by the Certificate of
Incorporation and Section 151 of Title 8 of the Delaware Code of 1953, are
inconsistent with any provision of these By-Laws, such provision shall be
deemed to be amended to remove any inconsistency.

SECTION 3. Business Combinations with interested
Stockholders. Pursuant to
the provisions of Section 203(a)(2) of the General Corporation Law of Delaware,
the Corporation, by action of the Board, expressly elects not to be governed by
Section 203 of the General Corporation Law of Delaware, dealing with the
business combinations with interested stockholders. Notwithstanding anything
to the contrary in these By-Laws, the provisions of this Section may not be
further amended by the Board except as may be specifically authorized by the
General Corporation Law.

Article X. INDEMNIFICATION



|1. |  | The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative(other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a Director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|   |  | (including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery of
the State of Delaware or the court in which such action or suit was
brought shall determine upon application that despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery of the State of Delaware or such other court shall deem
proper.
|  
|3. |  | To the extent that any person referred to in paragraphs 1 and 2 of this
Article TEN has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to therein or in defense or any
claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys fees) actually and
reasonably incurred by him in connection therewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|4. |  | Any indemnification under paragraphs 1 and 2 of this Article TEN, (unless
ordered by a court) shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
paragraphs 1 and 2 of this Article TEN. Such determination shall be made
(a) by the Board of Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|   |  | by a majority vote of a quorum (as defined
in the By-Laws of the Corporation) consisting of Directors who were not
parties to such action, suit or proceeding, or (b) if such quorum is not
obtainable, or, even if obtainable a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5. |  | Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board
of Directors in the manner provided in paragraph one of this Article TEN
upon receipt of an undertaking by or on behalf of the Director, officer,
employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
provided in this Article TEN.                                                                                                                                                                                                                                                                                                                
|  
|6. |  | The indemnification and advancement of expenses provided by or granted
pursuant to the other provisions of this Article TEN shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under any statute, by-law, agreement, vote of stockholders or
disinterested Director or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|7. |  | The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a Director, officer, employee or agent
of the Corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the
provisions of this Article TEN.                                                                                                                                                                                                                                     
|  
|8. |  | For purposes of this Article references to other enterprises shall
include employee benefit plans; references to fines shall include any
excess taxes assessed on a person with respect to any
employee benefit plan; and references to serving at the request of the
Corporation shall include any service as a director, officer, employee or
agent of the Corporation which imposes duties on or involves services by
such director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in
good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner not opposed to the best interests of the
Corporation as referred to in this Article.
|  
|9. |  | The indemnification and advancement of expenses provided by, or granted
pursuant to this Article TEN shall continue as to a person who has ceased
to be a director, officer, employee or agent and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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| |  | shall inure to the
benefit of the heirs, executors and administrators of such a person.
| |  | ---------------------------------------------------------------------------------------

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